sidechat
Log in

Terms of Service

Terms of Service

Effective Date: February 4, 2025 Last Modified: February 4, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Spaceport Technologies, Inc., a Delaware corporation ("Company," "we," "us," or "our"), governing your access to and use of our website, platform, and services (collectively, the "Services") available at side.chat.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.

IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 12. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.

1. Service Description

Sidechat is a business-to-business (B2B) artificial intelligence agent hosting platform. Our Services allow you to:

  • Create, configure, and deploy AI agents
  • Interact with AI agents through real-time chat interfaces
  • Store and manage conversation history and agent configurations
  • Upload files and documents for AI agent processing
  • Manage organizations and team access

Each AI agent operates on dedicated, isolated infrastructure within Google Cloud Platform, providing persistent storage and compute resources.

2. Account Registration and Organizations

Account Creation

To use our Services, you must register for an account through our authentication provider, Auth0. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account at legal@side.chat.

Organizations

Our Services support organization-based multi-tenancy. Within organizations, users may have different roles:

  • Owner: Full administrative control, including billing management
  • Admin: Administrative privileges excluding certain owner-only actions
  • Member: Standard access to create and manage agents
  • Viewer: Read-only access to organization resources

Organization owners and admins are responsible for managing user access and ensuring compliance with these Terms by all organization members.

3. Billing and Credits

Credits-Based System

Our Services operate on a credits-based billing system. Credits are consumed when you use AI agents, compute resources, and other billable features.

Subscription Plans

We offer subscription plans on monthly and annual billing cycles. Subscription fees are billed in advance and are non-refundable except as expressly set forth herein. Subscriptions automatically renew unless cancelled before the renewal date.

One-Time Purchases

You may purchase additional credits as one-time purchases in addition to or instead of subscription plans.

Credit Expiration

Credits expire twelve (12) months from the date of grant. Unused credits are forfeited upon expiration and have no cash value.

Credit Consumption

Credits are consumed on a first-in, first-out (FIFO) basis, with the oldest credits being used before newer credits.

Auto-Reload

You may enable auto-reload to automatically purchase additional credits when your balance falls below a specified threshold. By enabling auto-reload, you authorize us to charge your payment method on file.

No Refunds

ALL FEES AND CHARGES ARE NON-REFUNDABLE. This includes subscription fees, credit purchases, and any other charges. We do not provide refunds or credits for partial months of service, unused credits, or unused features.

Payment Processing

All payments are processed through Stripe. By providing payment information, you authorize us to charge your payment method for all fees incurred. You are responsible for all applicable taxes.

4. AI Services and Disclaimers

AI-Generated Content

Our Services use artificial intelligence to generate responses and perform tasks. You acknowledge and agree that:

  • AI-generated content may contain errors, inaccuracies, or inappropriate content
  • We make no warranty regarding the accuracy, reliability, or fitness of AI outputs for any purpose
  • You are solely responsible for reviewing and verifying all AI-generated content before use
  • AI agents may take actions based on your instructions that have real-world consequences

Third-Party AI Providers

Our Services route requests to third-party AI model providers, including but not limited to Google Generative AI and Anthropic. Your use of AI features is also subject to the terms and policies of these providers.

Agent Configurations

You may configure agent personalities, behaviors, and capabilities. You are solely responsible for:

  • All configurations you create or apply to agents
  • Any actions taken by agents based on your configurations
  • Ensuring agent configurations comply with applicable laws and these Terms

License for AI Processing

By using our Services, you grant us and our AI service providers a non-exclusive, worldwide, royalty-free license to process your content and data as necessary to provide the Services, including transmission to and processing by AI models.

5. Agent Terms

Agent Creation and Management

You may create and configure AI agents within the limits of your subscription plan. Each agent runs on isolated Google Cloud Platform infrastructure with dedicated resources.

Agent Lifecycle

Agents may be in various states including active, sleeping, and terminated. Sleeping agents can be resumed and retain their context and data. We reserve the right to terminate agents that violate these Terms or remain inactive for extended periods.

Resource Limits

Agent resources (compute, storage, network) are subject to limits based on your subscription plan. We may throttle or suspend agents that exceed their allocated resources.

Agent Isolation

Each agent operates in an isolated environment. Agents do not have public IP addresses and operate within a virtual private cloud (VPC) for security.

6. User Content

Ownership

You retain ownership of all content you submit, post, or display through our Services ("User Content"), subject to the licenses granted in these Terms.

License Grant

By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in connection with operating and providing the Services. This license includes the right to share your content with third-party AI providers for processing.

Representations

You represent and warrant that:

  • You own or have the necessary rights to your User Content
  • Your User Content does not infringe any third-party rights
  • Your User Content complies with all applicable laws and these Terms

7. Acceptable Use

You agree not to use our Services to:

  • Violate any applicable law or regulation
  • Infringe any intellectual property or other proprietary rights
  • Transmit malware, viruses, or other harmful code
  • Engage in unauthorized access to systems or data
  • Harass, abuse, or harm others
  • Generate or distribute illegal, harmful, or offensive content
  • Circumvent security measures or access controls
  • Interfere with or disrupt the Services
  • Use the Services for competitive analysis or to build competing products
  • Resell or redistribute the Services without authorization

We reserve the right to suspend or terminate your account for violations of this acceptable use policy.

DMCA Safe Harbor

We respect the intellectual property rights of others and expect users to do the same. We comply with the Digital Millennium Copyright Act (DMCA) and will respond to valid notices of alleged copyright infringement.

Designated Agent

Our designated agent for receiving DMCA notices is:

Daniel Temkin, General Counsel Spaceport Technologies, Inc. One Broadway, Fl 14 Cambridge, MA 02142 Email: legal@side.chat

Notice Requirements

To submit a DMCA takedown notice, please provide:

  • Identification of the copyrighted work claimed to be infringed
  • Identification of the allegedly infringing material and its location
  • Your contact information (name, address, telephone, email)
  • A statement that you have a good faith belief that the use is unauthorized
  • A statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner
  • Your physical or electronic signature

Counter-Notification

If you believe your content was removed in error, you may submit a counter-notification to our designated agent containing:

  • Identification of the removed material and its former location
  • A statement under penalty of perjury that you believe the material was removed in error
  • Your contact information
  • Consent to jurisdiction of federal court in Boston, Massachusetts
  • Your physical or electronic signature

Repeat Infringer Policy

We maintain a policy to terminate accounts of users who are repeat infringers of copyright in appropriate circumstances.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

  • The Services will meet your requirements
  • The Services will be uninterrupted, timely, secure, or error-free
  • AI-generated content will be accurate, reliable, or appropriate
  • Any defects will be corrected
  • The Services are free of viruses or harmful components

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use of the Services
  • Your User Content
  • Your violation of these Terms
  • Your violation of any rights of another party
  • Actions taken by AI agents you configure or control

12. Binding Arbitration and Class Action Waiver

Agreement to Arbitrate

You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Disputes") will be resolved by binding arbitration rather than in court, except that either party may seek equitable relief in court for infringement or misuse of intellectual property rights.

Arbitration Rules

Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in Boston, Massachusetts, unless the parties agree otherwise.

Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@side.chat within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of the arbitration agreement.

13. Governing Law and Venue

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions.

Venue

For any disputes not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Boston, Massachusetts.

Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Services and updating the "Last Modified" date. Changes are effective immediately upon posting.

Your continued use of the Services after any modifications indicates your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.

15. General Provisions

Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

Force Majeure

We will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service failures.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Spaceport Technologies, Inc. One Broadway, Fl 14 Cambridge, MA 02142 Email: legal@side.chat

View our Privacy Policy